


What's Up Doc? (explicit)

by memorizingthedigitsofpi



Category: Agents of S.H.I.E.L.D. (TV)
Genre: Abbreviated blowjob, Comedy, Dirty Talk, F/M, Fluff, Grant is still good, Hand Jobs, Masturbation, Orgasms, Post-Episode: s01e15 Yes Men, Sex, Smut, awkward medical appointments, because mid season 1, doctor!jemma, dr fitzy, hung!fitz, implied skyeward, jealous!Fitz, patient!fitz, priapism, season 1 cuties, shipper Skye, shipper ward?, size doesn't matter, totally unprofessional jemma, unrealistic medical treatments
Language: English
Status: Completed
Published: 2015-11-24
Updated: 2015-12-01
Packaged: 2018-04-30 08:25:57
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 10,268
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5156924
Author URL: https://archiveofourown.org/users/memorizingthedigitsofpi/pseuds/memorizingthedigitsofpi
Summary: <blockquote class="userstuff">
              <p>(by popular request) smutty rewrite of my T-rated comedy fic What's Up Doc?</p><p>After being under Lorelei's spell, Fitz and Ward both end up with erections that won't go away. As the resident medic for the BUS team, poor Jemma has to figure out how to treat them. Ward complies easily enough, but Fitz wants to "work it out" on his own.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> The non-smutty story can be found [here](http://archiveofourown.org/works/5135888)
> 
> This smutty version contains a longer, more-detailed version of the original fic with additional swearing and ...interactions ;)

Ward bowed his head under the shower's spray and gave his hard cock one last tug before sighing and giving up. If he kept this up much longer, he'd end up chafing. 

Chafing would be bad.

Turning off the water, he ran a hand back and forth through his hair to get some of the water out and then wrapped a towel around his waist. It tented out in front of him, and he sighed again. This was worse than that time he'd been undercover in a brothel and had had to take viagra. 

Back in his room, he pulled a black shirt out of his dresser drawer and tossed it on his bed. Then he added some black boxer briefs and black socks before going to his closet for some black jeans. 

Handy thing about the spy life: your clothes all matched. 

As he dressed, he thought back to his time with Lorelei. There was no doubt in his mind that she was the one responsible for his current condition because she'd managed to make him hard with a flick of her finger the whole time he'd been with her. The last time he'd had  _that_ many hardons in such a short period of time, he'd been about fourteen years old. He shook his head and sighed again. When he was with her, the only thing that had made his erection wane was Lorelei's decision to allow it. With her gone now, he just hoped Simmons could figure something else out. 

Geling his hair in the mirror, he couldn't quite stop himself from smirking. Poor Simmons was going to get a helluvan eyeful. 

* * *

Fitz sat on his bed with his laptop in front of him. His right hand had cramped up, so he'd switched to his left and it just wasn't working for him. He let out a groan and collapsed backward on his mattress, not bothering to stop the pornographic film playing on his screen. It was his favourite one, and even  _that_ wasn't working. 

Looking down, he sighed at his hard cock sticking straight up out of his fly. Why would the bloody thing not  _go down_?

And worse yet, if it  _didn't_ go down, how was he supposed to leave his room without the entire BUS making fun of him?

Flinging one forearm across his eyes, he blew out a frustrated breath. Then, breathing in deeply in determination, he sat back up and queued the film to the best bit. With a squirt of lube in his left palm, he settled in to give it another try. It couldn't stay up  _forever,_ could it?

* * *

Jemma looked up from where she was carefully studying Skye's readings. She had no idea how, but Skye seemed to be well on the mend. 

"Oh, hi Ward," she smiled at him distractedly. She was too preoccupied with the mystery surrounding GH-325 to pay him much attention. 

"What's shakin', bacon?" Skye asked. Her smile was rather tight with annoyance. Simmons had her back under  _intense_ scrutiny, even though she was feeling fine. "Come to take me away from all this?" she swept a hand around the medbay. 

Ward raised a brow in question from where he stood just outside of the door, but otherwise kept his poker face in tact. "Actually, I came to see Simmons," he said. "Why? You going stir-crazy again?"

" _Yes!_ " Skye answered, looking at him like that was the most obvious question in the world. 

To be fair, it kind of was. 

"What can I do for you?" Jemma asked, putting her tablet down quickly. "Are you feeling some adverse effects from being under Lorelei's spell? Is Fitz, as well?"

Ward half-smiled at that. "I don't know about Fitz," he said, "But I'm definitely still... _affected_ by Lorelei." He glanced at Skye before shifting further behind the doorframe. "Could we..." he jerked a thumb in the direction of the hallway. 

"Of course," Jemma answered, curious what Ward wouldn't want to say in front of Skye. She followed him out and watched as he pulled the door closed behind them and fiddled with something in his pocket. "What seems to be the- _oh my god_!" Her eyes widened and she pressed a hand quickly over her mouth as he turned around and she took in the issue.

"Yeah," Ward nodded, clenching his teeth to make his jaw do the thing. He glanced out of the corner of his eye as Skye sat up higher in bed and tried to see over the ribbon of frosted glass at what Simmons was staring at. Doing this out of her direct view just guaranteed that the two women would end up talking about it when Simmons went back in there. Oh, she'd try to maintain his 'confidence' but he had every faith in Skye's ability to wriggle it out of her.

"How long-?" Simmons asked, frowning at him in horror.

Ward frowned back and then looked down at where his erection was poking, red and angry, out of his unzipped jeans. That wasn't the response he usually got. "Eight and a half inches," he shrugged, trying not to sound like he was boasting.

Simmons looked up at his face and crossed her arms over her chest, clearly unimpressed. "I _meant_ how long has it been like this?" she clarified. Americans. Always inflating the numbers.

"Oh!" Ward nodded in understanding. "Sorry, I thought," he shook his head. "Nevermind. About three hours?" he guessed.

" _Three hours_!" Simmons repeated, now clearly even _more_ horrified than she'd already been.

"Yeah," he nodded again. "Pretty much since we caught Lorelei." He crossed his arms over his chest and flexed his biceps, giving Simmons his concerned look. "Is that a problem?"

" _Yes_ it's a problem," Simmons half-shouted in exasperation. "Haven't you ever heard the warnings associated with Viagra?" She pushed through the door into the medbay again and started pulling open drawers and cupboards.

Ward leaned around the door, keeping his pelvis hidden. "Aren't those just for old guys? Because they might have heart attacks?" he asked.

Simmons gave him a look that she hoped let him know _exactly_ how idiotic he sounded while also sufficiently full of pity that he didn't feel _too_ badly. "No, Ward," she said, carefully keeping her temper. "It's because priapism is a very dangerous medical condition and must be treated immediately." She pulled together a packet of pills and slapped them into his palm. "Take these, and I'll come and check on you in an hour. If it hasn't receded by then, we might need to do surgery."

Ward's face blanched and he started to look slightly green. "Surgery?" he whispered, eyes unfocused.

"Are we taking this seriously now?" Jemma asked pointedly. "Or did you want to make more penis jokes?"

"Penis jokes?" Skye interrupted, growing increasingly interested in what the hell was going on. "Ward was telling penis jokes?" She stared between the two of them, not quite comprehending how that was possible. "Ward was making _jokes_?"

Jemma stuff another pill packet in her jeans pocket and shrugged out of her lab coat. "If you'll excuse me," she said shortly, pushing Ward through the door to get past him and walking purposefully down the hall.

"That penis does _not_ look like a joke," she heard Skye comment as she turned the corner to the bunks.

* * *

Jemma huffed out a frustrated sigh and, rolling her eyes, pounded again on the door in front of her. "Fitz!" she shouted. "I know you're in there!"

"Am not!" came the muffled reply.

She couldn't keep the smirk off her face at that. "Oh yes," she said sarcastically. "That's _quite_ convincing. _Really_."

"Go away!" Fitz shouted back. "I'm _fine_!"

Jemma stamped her foot impatiently, crossing her arms and frowning at the still-closed door in front of her. "And I'll _believe_ you're fine when I see it for myself."

The door suddenly jerked open a few inches and Fitz's angry face popped in to occupy the newly-revealed space. "Then I guess you'll not be believing it," he said tersely. "Because there's no way in _hell_ I'm showing it to you!" Why was Simmons their resident medic, anyway? Just because she had a PhD in Biology? That didn't seem like a good enough reason for him to show her his dick.

If he was going to show her his dick, it was going to be after taking her out for dinner. Somewhere nice. With wine and flowers and...

He moved to slam the door shut again, but Jemma had already inserted her foot between it and the jam. Pressing both hands against it, she shoved as hard as she could and was gratified when Fitz stumbled backwards into his room. "Leopold Fitz," she began, using this full name so that he knew _just_ how upset she was with him. "This is your _health_ we are talking about here!" And not even just his sexual health but his actual, continuing to be able to do his job, not needing to be hospitalized  _health_. "And I _will not_ let you ignore this!" No matter _how_ embarrassing this might be.

"I'm _not_ ignoring it!" Fitz protested, rushing over to his bed to close his laptop. He really,  _really_ hoped she hadn't been able to hear the moans through his ear buds. Or see his screen. Oh god.  "I'm... taking care of it, alright?" He shifted his eyes awkwardly to the side and blushed self-consciously. She probably knew he masturbated, in the way that if you thought about it you had to assume everyone you knew did, but to have it confirmed? "It's not a big..." He clapped his mouth shut.  Great, now she thought it was _small_. "It's not _hard_ t-..." Shit. It was totally hard. Fuck. His face crumpled into a desperate expression. "I can handle..."  _That's what you don't want her thinking about!!_ He groaned and covered his face with both hands.

Jemma looked at him sympathetically before reaching out a hand to stroke along his arm. The poor thing was probably mortified, and here she was asking him to show her... the root of his problem. He jumped as soon as she touched him, and she flinched away. It wasn't like she'd never thought of him masturbating. That is, of the fact that he masturbated. Not just imagining him wanking himself off and... She blushed and took a breath to get her mind back on track. "Just, come to the lab?" she asked, her eyebrows raised and mouth turned up in an expression of encouragement.

Fitz's jaw dropped in horror. "I can't come- _go_ to the lab like this!" he protested, gesturing downwards. How was he supposed to walk around in front of her and Coulson and _May_ and oh god. Maybe someone could knock him out again until this whole thing was over.

Jemma bit her lower lip as she glanced at the indicated problem. He certainly had a point. A rather larger one that she might have guessed. Not that she'd ever thought about it or anything.

Nope.

Not at all.

Not even once.

"It'll be _fine_ ," she said with cheerful enthusiasm. "Ward didn't have a problem at all."

"Oh, _Ward,_ " Fitz scoffed.

"What?" Jemma asked, frowning in confusion.

"Well, I mean," Fitz shifted from one foot to the other. "He's quite... _tall_ , isn't he?" he asked a bit circumspectly. The bloody giant was probably... proportional in that department too. Probably damn near poked her eye out when she looked.

"Yes?" Jemma asked, her forehead wrinkling even further. Now really wasn't the time for Fitz to get all self-conscious about his height. He was perfectly average, and that was nothing to be ashamed of. "What has that to do with your situation?"

"I just mean," Fitz cleared his throat and stared at the bookshelf above his bed. Was she really going to make him say it? "Ward's..." he gulped and glanced at Jemma out of the corner of his eyes before looking back at the bookshelf again. Did she really expect him to tell her that he didn't like that she was going to get an eyeful of his junk _after_ seeing _Ward_ 's? "He's..." He scratched the back of his neck and ruffled his hair a bit. It wasn't bad enough that she'd been all over him the moment she met him? And that she couldn't seem to stay away from all of those Ops behemoths? "We're quite different people," he concluded lamely. He's a hero, and I'm just the sidekick.

Jemma looked completely lost. Fitz seemed to be exceedingly upset about something, but she didn't see how anything he was saying was something to be that emotional over. "I still don't know what-"

"I could do without the comparison, alright Simmons?" Fitz burst out, pinching the bridge of his nose between his thumb and middle finger. There! Maybe _now_ she'd quit bugging him. At least the headache was taking his mind off of the other ache he was dealing with.

"Oh, _Fitz,_ " Jemma squeezed her lips together in an effort not to laugh. It was all she could do not to roll her eyes. Leave it to a man to worry so much about size that he'd let the bloody thing fall off. " _That's_ why you haven't come to see me?" she asked. "Fitz...."

He waved a hand at her to silence her pep talk before it began. He was  _not_ interested in the 'size doesn't matter' pity party. He'd thrown it for himself any number of times. "I'm _fine_ , Simmons," he sighed. "I'm perfectly capable of... _managing_ on my own." He'd queue up the porno again and give it another go. He couldn't stay hard  _forever_ , after all. He cupped her elbow in one hand and moved to guide her back out his door.

She planted her feet and refused to be moved. He was so ridiculously  _proud_. She wished he'd just let her  _help_ him like she was meant to do. They could fix this, if he'd just let her do her _job_. "You're _not_ , Fitz," she said firmly. "Erections lasting longer than four hours are considered medical emergencies and require immediate treatment."

Fitz winced at the word 'erection' and continued squirming through the rest of her statement. He'd wondered what could be worse than Simmons knowing about his condition. He had his answer. This conversation. "It's only been three and a half," he argued weakly, knowing that he was going to give in. There were certain arguments with Simmons he knew he'd win every time. The ones about medical issues weren't among them.

"Yes, well," Jemma crossed her arms and glared at him. When in doubt, be blunt. "Early treatment is necessary if you'd like to maintain full functionality." That should scare him enough to let me see the problem.

"Full..." Fitz's eyes widened in horror. "I could lose... _functionality_?" he whispered in horror. He hadn't even barely _used_ his penis, not really. Not for the fun bits, anyway. And now he might lose... functionality?

She nodded once, emphatically. "With the blood being trapped in your penis and not flowing normally, it will lose oxygenation which can lead to tissue damage," she explained, watching as Fitz grew gradually paler. Served him right. "This can lead to erectile dysfunction, disfigurement, and even _gangrene_."

Fitz sank down onto his bed, head swimming with horrifying thoughts and images. "Gangrene?" he said hoarsely, swallowing down the bile that rose up in his throat.

"Gangrene," Jemma nodded again. "Now, are you going to let me do my examination, or are you just going to wait for your penis to fall off?" That might have been a bit mean, but she had much better things to do than chase down a load of men who'd been magicked into arousal and couldn't beat themselves back to normal on their own.

Fitz nodded weakly, looking distinctly green around the gills.

Jemma waited, arms still crossed, but Fitz didn't move from his perch on the edge of his bed. "In your own time," she said testily, one tapping foot belying her words.

Fitz swallowed down a bit of bile that had crept up into his throat and then looked her in the eye. "You're _sure_ you need to see?" he asked, hoping against hope.

Jemma rolled her eyes so hard they actually hurt. " _Fitz_ ," she groaned. "Will you just-" she pulled him to his feet.

" _Alright_ , alright!" he brushed her hands off him and took a breath. "But don't pretend that you'd be fine with showing _me_ your..." here he faltered, bravado waning as he realized what he'd been about to say. "Unmentionables," he concluded awkwardly.

She raised an eyebrow at that and snorted indelicately. "Considering that 'unmentionables'," she finger quoted sarcastically, "Means _underwear_ , I think I'd be able to struggle through it."

"You _say_ that," Fitz shook his head, looking down as he unbuttoned his jeans. "But until it comes down to it..." he pulled down his zipper and pushed his jeans down to mid-thigh. "Let's just say that it's a _hell_ of a lot more awkward in reality than it might seem in the hypothetical."

"I like your shorts," Jemma smirked. "Although I have to say, I would have figured Iron Man, not Captain America."

"Yeah, well," Fitz blustered through his blush. "My Hulk ones are in the laundry."

"What a shame," Jemma murmured. She was trying her best to keep her clinical face in tact, but she'd had _no idea_ that Fitz was... She blinked and cleared her throat as he pulled his shorts down to show her a part of him that she'd never expected to see. And certainly not in _this_ condition. She sucked in a breath through her teeth and winced.

"That bad?" Fitz asked, chagrined. That was definitely not the reaction he'd hoped for when he'd imagined the moment when Simmons first saw... Dr Fitzy.

Jemma leaned over to get a better look at it and reached toward it before stopping herself. "May I?" she asked, her hand a few inches from his erection.

Fitz gulped and nodded as he looked down at Jemma leaning over his dick. This was definitely one of those 'be careful what you wish for' type moments. For weeks now he'd been unable to stop thinking about Simmons in all sorts of new ways, including ways which had her asking that very question with that very gesture.

None of those fantasies had contained _any_ mention of gangrene.

He squeezed his eyes shut when her cool fingers wrapped around his hot flesh. Perhaps he'd overdone it with the wanking? This definitely felt more painful than pleasurable, yet again failing to live up to his imagination.

Jemma gave him a cursory visual exam and a brief palpation but neither were particularly necessary. Fitz was clearly suffering from a rather extreme case of priapism, just as Ward had been, and he needed to be taken care of immediately. Nodding to herself, she released him and stood back up. "You can put it away now," she instructed him. She wasn't sure quite _how_ he'd manage it, but...

Fitz pulled his pants back up and tried not to meet her eyes. "Well?" he asked, vaguely wondering if he'd ever be able to stop blushing. Was it possible to _die_ of embarrassment? Was that a question he could ask? Probably not. On both counts.

Jemma breathed deeply and calmly and tried to get her flustered feelings under control. She still couldn't quite believe that _Fitz'd_ had _that_ hidden away in his pants all these years. Shaking her head to get her thoughts back on the task at hand, she handed him a packet of pseudoephedrine. "Take two of these, and I'll check back in with you in half an hour."

"And that should..." Fitz hesitated, searching for the right words as he popped a pill in his mouth and grabbed his water bottle. "Make it go away?" he concluded euphemistically, tossing back the pill and swallowing distastefully.

Jemma nodded, turning toward the door. "I'm just going to check on Ward now and see what his condition is. If it's worked for him, it should work for you, as well."

"Right," Fitz nodded. "Ward." His expression soured slightly at the thought of Jemma examining him, too. Had she touched _him_ like that? He swigged back the other pill quickly. Of course she had.

She paused before leaving the room and turned back to give him a bright smile. "Ward may be... tall," she said, looking down at the floor and blushing brightly. "But you're..." she cleared her throat. Then she looked up once more and met his eyes, holding his gaze with her own. "Well, you're not exactly _short_ , Fitz."

He blinked in surprise. "You mean...?" he gestured towards the reason why she'd come to track him down.

Jemma pressed her lips together and nodded. She wasn't really sure how much she should say, considering, but given how miserable he looked, she wanted to give him _some_ encouragement. "And really, Ward's probably not nearly as tall as you think he is," she smiled tightly.

Fitz's jaw dropped a bit at that and he goggled at her in disbelief.

" _Certainly_ not as tall as _he_ thinks he is," she grinned.

Fitz chuckled weakly, not at all sure what to do with that information. "Um," he hedged awkwardly.

"Right," Jemma nodded. "Half an hour?" She really shouldn't have said that, should she have?

Fitz nodded and sank back down onto his bed to think. Nothing was making sense today, and he needed a moment to process.


	2. Chapter 2

Jemma stopped by the bathroom on her way back to the medbay and splashed some cool water on her face. Fitz was suffering from a _medical emergency_ , and no matter what that emergency might have entailed, she should really not be having this kind of reaction to it. Taking a deep breath, she stared at her reflection and willed herself back under control.

It's not like it was even that attractive, anyway -- full as it had been with blood and slightly chafed from his efforts to make it go down.

The problem was that Jemma had quite a good imagination and could see that under normal circumstances, Fitz's... _equipment_ would be more than just pleasant.

And Jemma was starting to realize exactly how long it had been since she'd last, _ahem_ , field-tested a sample like his.

Not that she'd ever field-tested a sample _quite_ like his.

Turning on the taps, she splashed her face again. This was ridiculous. She was a medical professional, and he was her patient.

Well. Really, she was an _acting_ medical professional. And he was her _colleague._ And best friend. And...

And she really needed to get out of this bathroom and go check on Ward.

* * *

"Three days?" Ward asked, looking for confirmation.

"By which I mean 72 hours, yes," Jemma nodded firmly, turning her back to allow him to zip up.

"And I can't..." Ward put himself away and tried to find a genteel way to phrase it so as not to upset her.

"No intercourse, no masturbation, and no conscious arousal to full erection," Jemma listed off professionally. "If a nocturnal emission occurs," she continued, "You'll need to notify me so that I can ensure that no physical damage was caused."

Ward was a bit nonplussed by her frank and shame-free discussion of his penis's potential activities. "Physical...?" he tilted his head, looking for more information.

Jemma pressed her lips together, making a judgement. "You'll be better off not thinking about the rare possibilities," she decided. "They're rather... unpleasant."

Ward had faced up against war, torture, and the training to be an Ops agent, but none of that had scared him half as much as Simmons' hesitation to describe what might happen to his favourite appendage.

"Right," he nodded, swallowing hard and trying not to think about what those 'rare possibilities' might include.

"For now," Jemma instructed with a bright smile, "Just apply this topical cream every 4 to 6 hours." She handed him a tube, holding onto it as his hand closed around it and not yet passing it over. "Just _apply_ it," she said, raising an eyebrow and staring into his eyes. "Don't get _creative_ with it."

"Yes ma'am," Ward nodded. He wasn't sure when Simmons had grown such a backbone, but he found it strangely attractive.

Watching her as she turned back to her work, he couldn't help noticing how gracefully she moved.

"Three days," he muttered under his breath. That should be more than long enough.

* * *

 

Fitz frowned and grumbled to himself as he watched Ward smile ( _smile!_ ) at Simmons as they milled around the holotable waiting for the morning briefing to start. And Simmons was just as bad, throwing Ward all these little come-hither glances and tucking her hair behind her ears and pulling her shirt down tight over her chest.

Did they think they were fooling anyone? Bloody obvious, they were.

Of _course_ Simmons would take up with Ward. He was tall and muscular and had jumped out of a plane for her. No matter her calling _him_ the hero, he knew what the real score was. And now that she'd had the chance to compare them both, down below the belt...

Fitz's expression soured even further.

He'd seen enough pornographic films to know that he was nothing more than average. Ward probably measured _his_ in _feet_. And it wasn't as if he'd ever expected Simmons to be unduly impressed by... Dr Fitzy. Hell, it had only been recently that he'd even started contemplating the idea of her seeing that part of him at all!

Just his luck that when she'd seen it, it had been all red and purple and chafed half to bits. Even her putting the cream on him hadn't been any fun at all.

Although thinking back on it now had him standing a bit closer to the holotable.

* * *

Fitz unzipped himself for Jemma's follow-up inspection. He wasn't sure which was worse: her seeing him fully hard after what was clearly a fair amount of self-abuse, or seeing him totally unaroused and therefore much less impressive.

"Are you sure you have to..." he started hesitantly, hands at the waistband of his shorts.

"Really, Fitz," Jemma groaned impatiently. "I've already seen it!"

He huffed out a breath and pulled down the last of his dignity to allow Simmons to see his softened penis where it rested between his legs. "Happy?" he asked acerbically.

"I will be," Jemma replied just as sharply, "Once I see for myself that you're on the mend." Then she crouched down in front of Fitz to look at his penis, eye to eye (as it were).

Fitz breathed in sharply through his nose and stared up at the ceiling, willing himself to stay flaccid. The last thing he needed just now was _another_ erection, but having Simmons on her knees in front of him, staring at his prick... Well, it wasn't exactly conducive to his following medical orders.

"It's gone down," he said for the sake of conversation. "Just as you said it would." He glanced down at her, and she was still staring at his junk in a way that was giving him ideas. He looked at the ceiling again and tried to think of something, _anything_ , to say to keep his mind off of what was happening.

"Mmhmm," Jemma nodded as she took in the shape of him. He was still chafed and raw looking, but she could get a better idea now of what he might look like when in good condition, and as much as she tried to remain professional she couldn't help contemplating certain possibilities. She caught herself a fraction of a second before she would have licked her lips and instead forced herself to stand up again.

"It looks good," she said, then blushed as Fitz's eyes widened. "I don't think you'll have any lasting effects, I mean."

Fitz swallowed and nodded quickly. "R-right," he agreed. "That's, that's good."

"I know you were worried," she smiled understandingly.

"Wouldn't _you_ be if someone told you your bits might stop working?" Fitz snorted.

Jemma laughed at that, touching his arm lightly. "You have a point there," she admitted.

Fitz looked down at her hand on his arm and then further down to where he was still completely exposed. "So um," he cleared his throat. "Can I, uh?" he gestured to the front of his body.

"Oh!" Jemma exclaimed, taking her hand back. "Right! I almost forgot!" she rooted around in her lab coat pocket for a moment before pulling out a tube. "Here," she said, showing it to him.

"What's this?" Fitz frowned, taking it from her.

"A topical cream," she explained. "For the chafing."

Fitz blushed crimson again. "Oh," said quietly.

"It's quite simple to use, actually," Jemma said brightly, taking the tube back from him and squirting a bit on her fingers. "Just warm it up on your fingers, like this," she demonstrated, rubbing it back and forth between her hands. "And then massage it into the skin of your penis, like this." Reaching out, she grasped him gently in both her hands and started to stroke along his length.

Fitz gasped at the feeling of her warm, slippery hands moving over his cock, and he immediately reached down to grab her wrists. "Simmons!" he said, shocked.

Jemma stilled her hands and looked at him with her mouth open in surprise. "I-I'm sorry!" she apologized awkwardly. "I wasn't thinking! I-" she pulled her hands off him and wiped them on her coat. "I shouldn't have-" she shook her head and blushed.

"No, no!" Fitz reassured her. "It's..." he searched for a way to end that sentence that wouldn't imply how much he wanted her to continue. "I mean, I-" his mouth opened and closed a few times as his mind desperately flipped through the options. "You-" he stared at her helplessly.

"I'll leave you to it, shall I?" Jemma concluded for him. "The instructions are on the tube," she pointed. "Just don't..." she licked her lips and then bit the bottom one. "I mean, you shouldn't..." She closed her eyes and took a breath. "Don't wank with it," she finished bluntly.

Fitz sank down on the edge of his bed and laughed humourlessly. "Shit, Simmons," he shook his head. "You just come right out with it, don't you?"

Jemma sat next to him and tangled her hands in her lap. "I'm sorry Fitz," she apologized, clearly upset. "I just..." she moved to reach out for his hands, but with his penis still exposed she decided it was better not to motion in that direction. "If you want to avoid any possible adverse effects, you have to not..." Here, she gestured weakly.

"Wank?" Fitz blew out a breath of laughter, not quite believing they were having this conversation.

"Right, that," Jemma nodded miserably. "For three days."

"Three _days_?" Fitz asked unhappily. It wasn't that he hadn't gone that long before. Of course he had. It's just that he now had an image of Simmons on her knees in front of him staring at his cock, and a memory of her hands stroking him, and that was on top of her reaction to seeing him hard and... While that last one hadn't been particularly 'inspiring' it was more than enough to be getting on with. And he was supposed to wait three whole days to think about any of that?

"72 hours," Jemma confirmed. "And no sex, either," she said, glancing at him to see if this would be a problem. She didn't know what kind of arrangements Fitz might have made for their next port of call, but she was definitely curious.

"Hah," Fitz barked sarcastically. "I'll be sure to continue beating the ladies off with a stick." Good old Simmons, giving him the benefit of the doubt.

Jemma gave him a genuine smile as she rose from his bunk. "If you have any difficulties, or if any nocturnal emissions occur, just let me know alright?" she asked gently.

"I have to tell you about wet dreams now, too?" Fitz asked. Did she have some sort of a list of embarrassing conversations and she was just checking off each topic as she went?

"Just for the next three days," Jemma reassured him before leaving.

* * *

Well, here it was three days later, and it seemed that Ward was preparing himself to get back into action. Fitz grumbled again and flipped through the pages of his tablet, not really seeing anything on the screens.

He managed to get through the briefing with short answers and murmured noises. Thankfully it was all standard stuff and nothing that really required him to think too much at all. As Coulson dismissed them, Fitz watched the goings on at the other end of the table. 

"Lunch?" Ward asked Simmons, his face practically oozing charm.

Jemma nodded at him and smiled happily and Fitz bit the inside of his cheek.

"I'm famished, actually," Jemma said enthusiastically, leading the way toward the kitchen.

Ward stared at her ass for a moment as she walked in front of him and then said, "I'm feeling pretty hungry too."

Fitz turned abruptly and decided to go back to his bunk.

"Fitz?" Skye called after him from where she'd been speaking with May. "No lunch?"

"Not hungry," he said shortly, stalking down the hallway. If he had to watch more of _that_ going on, he'd wind up throwing up. 

**Notes for the Chapter:**

> Whoops. Looks like there's gonna be _one more_ chapter. Sorry!


	3. Chapter 3

**Notes for the Chapter:**

> Yes, I realize I ended up with FOUR chapters on this fic that was supposed to be two, but I'm posting chapters 3 and 4 at the same time. So that's ok, right? Right? Beuller?

As Simmons pushed Ward into the medbay in her rush to leave the room, Skye got an eyeful of Ward's problem.

"Whoa," she said, with wide eyes that immediately shrank into a frown as she raised a hand to block it from view. "That penis does _not_ look like a joke."

Ward rolled his eyes and awkwardly tucked himself back into his pants. "I'd noticed," he said humourlessly. "But thanks for the observation." Walking over to one of the cupboards, he pulled out a bottle of water to swig his pills.

"Dude," Skye asked, totally horrified. "What the hell happened to your junk?"

Horrified, but also morbidly curious.

"Lorelei," Ward said, grinding his teeth together to make his jaw stand out again. A bit of water dribbled down his chin as he took his pills, so he used the bottom of his black tshirt to wipe it up, conveniently flashing Skye his abs.

"I'd tell you to get that checked but..." she waved vaguely in the direction Simmons had gone.

"It should be fine in no time if-" Ward raised an eyebrow and lifted one corner of his mouth a half centimeter in smile.

" **Oh my god!** " Skye interrupted him.

"What?" Ward asked a bit impatiently. This whole day was just not turning out the way he'd hoped. Not even a little bit.

"Did Simmons just go to find Fitz?" Skye asked, tossing her bedclothes to the floor and scurrying toward the exit.

Ward grabbed her with one arm as she moved past him and gently but firmly pushed her back to her bed. "Yes," he nodded. "Why?"

"Because if she just went to find Fitz, she thinks he was affected by Lorelei too, right?" Skye was practically vibrating in her excitement.

"Yes," Ward sighed and looked up at the ceiling. "So?"

"Soooo!" Skye slapped his bicep to make him pay attention. "Simmons just ran out of here to go look at Fitz's peen!" Her eyes were wide and her mouth open in a huge grin as she absentmindedly shook out her now aching hand.

"His what?" Ward asked, not listening closely enough to catch what she was talking about. Two women in a row now had seen his package and neither one had wanted to do anything about it. He frowned. Had Lorelei done something else to him?

"His dick!" Skye shouted, hands in the air in frustration.

Ward lifted his head back up as he processed what Skye was saying. Staring into the middle distance, he realized how incredibly awkward that was going to be for the poor guy. Especially considering what Simmons had just been looking at.

"Poor Fitz," he said at the same time that Skye said, "Get it, Simmons!"

They turned to each other in mutual confusion. "Why are you so excited about this?" Ward asked.

"Because Jemma is so thirsty for his cock she's practically dehydrated," Skye explained, looking at him like he was a complete moron.

He frowned again, forehead crinkly deeply. "No way," he scoffed.

Skye rolled her eyes and groaned. "And you call yourself an intelligence gatherer?" she mocked. " _Simmons has the major hots for Fitz!_ "

Ward shook his head abruptly. "Other way around," he said, turning his index finger in an illustrative circle.

"You're kidding me, right?" Skye snorted. "Fitz put her so far in the friendzone he practically _spiked_ her."

Ward sighed and offered her a sour smirk.

"Friendzone?" Skye asked expectantly. "Endzone?" she continued, using a hand to prompt his appreciation. "Really, Ward?" she asked, finally giving up. "Why do the pretty ones always have to have such a bad sense of humour," she muttered to herself.

"What was that?" Ward asked, eyes narrowed.

"Wait," Skye paused, narrowing her eyes right back. "What makes you think _Fitz_ has the hots for _Simmons_?" she asked pointedly.

Ward tried to evade her, but she followed his movements too closely.

"You _know_ something, don't you, Ward?"

* * *

Jemma bit her lip as she watched Fitz adroitly disassemble a night-night gun. She'd been trying for two days now to flirt with him, but nothing she said seemed to make an impression. She was going to have to be more obvious. 

"You got quite nice hands, Fitz," she said breathily, standing close beside him. 

"Hmm," he nodded, picking up the bent piece of spring that had been causing the trigger mechanism to lock. Holding it up to the light, he squinted at it. 

"Very...  _strong_ ," Jemma continued, fluttering her eyelashes and stepping even closer. 

"Not strong enough," Fitz said, turning to her and bending the spring. "I'm going to have to try a different alloy." He squinted at her. "You have something in your eye?"

Jemma's shoulders drooped in defeat. She really needed to stop this foolishness, but every time she thought she'd locked her feelings away for good, he'd do something to rip them out into the open again. Jump into an alien-virus-contaminated lab with her. Go out on a dangerous mission with that steely look of resolve on his face. Get a massive erection that she had to take care of.

Alright, perhaps that last one hadn't been intentional, but still. She was only human!

Setting her shoulders back with determination, she decided to try again. Maybe she was still being too subtle?

"I think I do," she nodded, blinking rapidly again. "Do you mind taking a look for me?" She tilted her head back to give him a better angle. 

As Fitz leaned over her and cradled her face in his hands, she moved so close to him that her chest brushed against his. It was all she could do to keep her breathing steady as she gripped his cotton shirt in her hands and resisted the urge to press them together fully. 

He peered into her eyes from just a few inches away, and all Jemma could think about was him leaning down that little bit more and kissing her. She was just getting up the courage to lean  _up_ instead when Coulson slapped the doorframe on his way past. 

"Meeting. My office. Five," he said abruptly, and she and Fitz jumped apart. 

Maybe she should just give up.

* * *

Fitz lay in his bunk, staring at the ceiling and trying to keep his thoughts (and therefore his penis) under control. It wasn't easy. Being told not to think about something made it practically impossible not to think about exactly that, so it seemed he was thinking about sex even  _more_ than usual ever since Simmons had told him not to. 

For crying out loud, he could barely get through a normal conversation with her without feeling the beginnings of an erection! 

With all of this sex on the brain, it seemed like everything she said had a double meaning. Every touch was charged with sexual tension. Every time she looked at him, he imagined her telling him he was some sort of sex god and she wanted him to take her. 

Never had three days seemed longer. And he still had another 17 hours to go!

Not that he was counting or anything.

* * *

Skye surreptitiously watched Fitz throughout the briefing. He was getting progressively more annoyed the more Ward flirted with Simmons. She tried to suppress her grin. He was so jealous! Any minute now, he was going to tell Ward off and then grab Simmons and kiss her senseless, and it was going to be great!

As the meeting broke up, she watched Fitz scowl at the pair as they went off to the kitchen to grab something to eat. It was going to happen! He was going to do it!

But instead, he turned around and stalked off toward his bunk.

Skye frowned. That wasn't part of the plan.

"No lunch?" she called after him, hoping to bring him back so he could get all possessive and kissy with Simmons.

"Not hungry," he called back.

Hmm. Time for plan B.

Skye followed Ward and Simmons into the BUS's kitchen and pulled him aside.

"How'm I doing?" Ward whispered. "Convincing?"

"Yeah," Skye whispered back harshly. "I think you left your eyeballs glued to Simmons' _ass_."

"Hey," Ward protested, still managing to keep his voice down. " _You're_ the one who said me flirting with Simmons would force Fitz to make a move."

"I know!"

"And really, three days should have been  _more_  than enough time if he was actually going to do anything."

"I know that too!"

"Well then?"

"... Shut up."

Ward rolled his eyes. "Can I stop now, then?" he asked with a sigh.

"You didn't seem to mind that much when you were checking out her butt," Skye muttered.

"I'm going to go and make myself a sandwich now," Ward said, extracting himself from the situation. "And we can talk again when you're done being mad at me for doing what you told me to do."

Skye stuck her tongue out at his retreating back and crossed her arms over her chest. Right. Plan B.

"Hey Simmons," she said, sidling up to the kitchen island and leaning her forearms on it. "Can I ask you a question?"

"Of course, Skye," Jemma smiled. She was trying to peer out the door toward the holotable to see if Fitz was coming, but the angle was wrong and she didn't want to be too obvious about it. "Anything you like."

"What's Fitz packing, anyway?" Skye asked, grabbing an apple from the fruit bowl and taking a large, juicy bite. "Is his little brain as big as his big one?" she grinned.

Jemma blushed and stood up a bit straighter. "Skye!" she gasped, shock written all over her face.

"What?" Skye shrugged. "I can't be curious about my colleague's...  _equipment_?" she winked. 

"That's just-" Jemma swallowed primly and looked at Skye with disapproval. "Inappropriate," she finished in a clipped tone.

"It's only inappropriate if we're gossiping," Skye said dismissively, taking another bite of her apple.

"How is this _not_ gossiping," Jemma asked, looking down her nose at her. 

"Because maybe I'm asking for personal reasons?" Skye shrugged, turning away and trying to look nonchalant.

"P-personal reasons?" Jemma asked nervously. "What kind of personal reasons?"

"Fitz asked me out, way back when I first came on board," Skye said, dropping a casual bomb. "And I'm just wondering if turning him down was the right move." She looked out of the corner of her eye at Simmons and saw some definite jealousy there. "I mean, I was still kind of with Myles at the time, but I'm free and clear now, so..." She decided to poke the bear just a _little_ bit more. "Think our resident engineer could get the job done?" she smirked.  

"I'm sure I have no idea," Jemma said quickly before turning and putting her food back in the fridge. 

"You not having lunch?" Skye asked innocently.

"I'm not actually that hungry," Jemma answered. Then she moved purposefully back to the briefing room. 

Skye snuck over and hid behind the door frame for long enough to overhear Simmons asking May where Fitz had gone. 

"Looks like I should have used Plan B from the start," she said triumphantly. 

Ward nodded and offered her a brief smile before going back to his lunch. He might be happy that FitzSimmons looked to be getting together, but he didn't have to  _show_ it.

* * *

Jemma trooped purposefully down the hall and rapped sharply on Fitz's bunk door. 

"What?" he asked morosely. He was lying on his bed with his arms crossed over his chest, staring at the ceiling and wishing he were taller. Maybe he'd start lifting weights.

Jemma pushed his door open and stormed into his room, face flushed and eyes flashing. "Fitz," she began, obviously working her way into argument mode.

"What are you doing over here?" Fitz asked, pushing himself into a sitting position and preparing himself for a fight. He was certainly in the mood for one. "Aren't you supposed to be off in a dark corner somewhere with  _Ward_?"

" _Ward_?" Jemma asked, scoffing loudly. "I hardly  _think_ so!" If she was going to be in a dark corner with anyone, it was going to be the idiot standing in front of her right now. "I'm here because it's been 72 hours," Jemma began again, her voice showing her frustration. That was a nonsense way to start a fight, but she couldn't think of a better one just now. 

"71 and a half," Fitz corrected her, standing up so he could look down at her. "Not that I'm bloody  _counting_ or anything!"

"Yes, well," Jemma shifted her eyes to the wall and then back to him. "What are you planning to do when you can," here she paused and bit her lip. She really should have thought this conversation through a bit better before she'd burst into his room. 

"When I can  _wank_?" Fitz asked derisively. "Oh, I dunno, maybe have a go at  _that_?" God knows he needed it. He was going crazy.

"Oh  _really_ ," Jemma said in sarcastic disbelief. "You don't want to maybe have a go at  _Skye_?" 

"Skye?" Fitz asked, momentarily taken aback. "But I want-" he stopped himself short and crossed his arms over his chest. "Why would I want to have a go at _Skye_?"

"You asked her out, didn't you?" Jemma accused. She could feel herself getting worked up for a cry, so she forced herself to breathe slowly and turn her back to him. 

Fitz frowned, confused. "Well, yeah," he shrugged. " _Months_ ago. Before I really knew her." Wait. That sounded bad. "I mean, not that I don't _like_ her," he qualified. "I just don't want to  _date_ her." That still didn't sound very good. "Because, um..." he couldn't very well say because he wanted to date Simmons, now could he. "Shit," he breathed out, running a hand through his hair and turning his back to her. 

"See?" Jemma said, the fight going out of her as her lower lip wobbled. "You can't even think of a reason, can you?" She hugged her arms to her chest and forced in another shaky breath. 

"Of  _course_ I can," Fitz half-shouted. "I just can't _tell_ you is all," he mumbled. He looked down at his feet and scuffed one shoe on the carpet. 

Jemma stopped blinking her eyes and narrowed them instead. "Why not?" she asked, and her voice was considerably softer than it had been.

"You don't want to hear it," Fitz shrugged, swallowing the heavy feeling that was settling in his chest.

Jemma turned around to look at his tense back and drooping shoulders. "Maybe I do," she said, her voice rising with hope.

Fitz turned around to look at her. The heavy feeling in his chest lifted as he took in her shining eyes and trembling smile. "How can I be sure?" he asked, taking a half step toward her.

"Try me and find out?" she suggested. Her smile steadied as she took a long step forward and stopped directly in front of him. 

Fitz looked down at the floor for a moment, gathering his courage, and then looked back up and into her eyes. "I don't want to have a go at Skye," he began, reaching out a tentative hand to take one of hers. "Because I'd rather," he cleared his throat. Having a go wasn't what he wanted with Simmons. Jemma. "There's this girl, you see," he said, pulling her gently as he moved another half step into her space.

"Yes?" Jemma asked, stepping into his space until their chests brushed against each other. 

"And I'm kind of crazy about her," Fitz continued, wrapping his other hand around her waist.

"Really?" Jemma whispered, pressing her hands lightly against the front of his shirt. 

"But I don't know if she thinks about me like that at all," he murmured, staring at her lips. 

"Have you asked her?" Jemma asked, staring at his lips and sliding her hands up to the back of his neck.

"Too scared," Fitz admitted, leaning down just a little bit.

"You're the bravest man I know," Jemma said, tilting her head up toward him.  

And then he was kissing her. Or she was kissing him? They were kissing each other, and it felt absolutely perfect. 

 


	4. Chapter 4

Half an hour later, Jemma came up for air. They were laying on Fitz's bed, making out like teenagers, and she kind of wished they'd done this back in the day. 

Of course, when she was seventeen, she might not have had the confidence to do what she was about to do.

Untangling herself from his embrace, she grinned when he groaned at her to come back to bed. "In a minute," she assured him. 

Fitz flipped his left wrist up in front of his eyes to look at his watch. "One minute," he teased. "Go!"

"Well, remember when you were having your... medical issue?" Jemma asked archly.

Fitz let his wrist drop to cover his eyes. "Ugh, don't  _remind_  me," he begged. Worst day of his life. And considering his life for the last six months, that was saying something.

"And remember how you said it was  _embarrassing_  having me see your... problem?"

He lifted his wrist and peeked at her from under it. "I take that back, by the way," he grinned. "You can see it any time you want." Hopefully sooner rather than later. The 72 hours were up, after all.

Jemma laughed. "And remember how you said I couldn't understand because you weren't seeing my  _unmentionables_?" She brought her hands to the front of her blouse, untucking it from her jeans. She was rather proud of the reaction that garnered from him.

Fitz swallowed hard and pushed himself up into a seating position, nodding quickly. "That, I definitely  _do_  remember." If this was going where it  _looked_ to be going...

She bit her lip and started a slow strip-tease, opening her blouse one button at a time. "And you know how I like to be prepared?" she asked, letting go of the sides of her now-open blouse but making sure they still covered what was underneath. She'd had three days of obsessing over what was in his jeans. He could have three minutes of wondering what was under her shirt.

"You  _excel_  at preparation," Fitz agreed, now leaning forward slightly. He almost didn't want to  _breathe_ in case this was some sort of wonderful dream.

Jemma reached under the tails of her shirt and undid the fly of her jeans. "Well, this morning I prepared my  _unmentionables_ ," she winked at him. "On the off chance that my flirting with you would actually work for a change." The best way to succeed at something was to remove all obstacles to success.

Fitz frowned, even as he stared at what her hands were doing. "When were you flirting with me?" he asked, genuinely confused. 

"Only  _always_ ," Jemma chuckled, rolling her eyes. Honestly. She'd been doing her level best since they were back at the Academy. You'd think he'd have noticed by now. "I suppose I should have just done this instead of trying to use my words." Gripping the waistband of her jeans, she pushed them down over her hips and down her legs before stepping out of them. 

Fitz gulped, eyes wide. "That," he cleared his throat. "That would have been a very definite hint, yes," he nodded, swallowing hard. 

"And then if you still didn't understand," Jemma said, moving closer to the bed gracefully. "I could have done this, as well." Reaching up, she parted the front of her shirt and let it drift down off her shoulders and down her arms to join her jeans on the floor. 

Fitz's jaw dropped as he nodded and stared. Jemma was wearing a black lace bra and matching panties, and that was more of her skin that he'd ever imagined seeing.

Correction. He'd  _imagined_  her skin, he just didn't think he'd ever  _actually_  see it in person. 

Jemma laughed at his dumbstruck expression and moved back to the bed. Pushing him down onto his back again, she straddled his lap. "Do you think you would have picked up on my hints  _then?"_  she asked. 

"I dunno," Fitz joked, running his hands along her thighs and staring at the vision on top of him. "I can be pretty thick," he grinned.

"I noticed," Jemma said in a sultry voice, sliding up his lap until she was straddling the part of him she'd seen for the first time a few days before. "Why do you think I've been trying so hard to flirt with you?" she grinned. 

Fitz rolled them over so that Jemma was on her back and he was nestled between her legs. "All this time, I thought you liked your men tall and musclebound," he teased, nipping her throat. "And you've really been more of one for the all-around average." He wasn't questioning it. He was just going to enjoy it.

"Where on  _earth_  did you get the idea that  _that_ ," Jemma reached between them and squeezed his hard cock. "Was  _average_?" Calling Fitz's cock average was like calling his brain run-of-the-mill. 

"It's not?" Fitz asked, looking down to where Jemma's hand was doing something completely wonderful on the outside of his jeans. Undoing them, it seemed.

"Definitely not," Jemma said emphatically. 

"So it's..." he held his breath, hoping she didn't say small. Some of the men in the pornographic films he watched were at least an inch longer than he was. Maybe two. 

"Huge," Jemma said, shivering underneath him. She bit her lip as she finished unzipping him and started to push his jeans down over his hips. "Massive, really," she continued, reaching back up to grip the waistband of his shorts. "I'm not entirely sure it's going to fit inside me." 

Fitz groaned at her words and thrust the body part in question against her. "Really?" he asked, surprised by this revelation. He pushed himself up onto his knees and watched as Jemma pulled his underwear off over the head of his stiff cock and then down his thighs. She was staring at him again from just inches away, but this time he wasn't horrified or embarrassed. It was a very nice change. 

"I'm definitely going to try, though," Jemma said, looking up at him and licking her lips. 

"I ever tell you how much I love your 'can do' spirit?" he asked. And then he groaned and shuddered as she leaned forward and kissed the tip.

Jemma smiled up at Fitz and twirled her tongue around the head of his cock, loving the way he shivered as she did. "Why don't you show me instead?" she asked flirtatiously. She burst out laughing as Fitz practically fell off the bed in his hurry to divest himself of his clothes. 

"What?" he asked, pausing with his jeans and shorts down around his ankles and his tshirt halfway over his head. "I swear to  _god_ if you tell me again that my dick is going to fall off..."

"The only place your dick is going," Jemma said firmly, "Is inside  _me_." Thrusting her hips up, she wiggled her way out of her panties. 

"Holy shit, Jemma," Fitz breathed, taking in her sudden almost-nudity. 

"Stare later," Jemma ordered him. "I need that in me  _now_." Reaching out, she grasped his cock in one hand and tugged slightly to bring him back over to her. 

Fitz tossed his shirt on the floor to join her clothes and kicked his pants off his feet, eagerly returning to the space between her thighs. "Alright," he agreed happily. "But later, I get to stare  _a lot_ , right?"

"Much as you like," Jemma nodded, biting her lip as the head of Fitz's cock nudged against her wet pussy. "Just give it to me now," she panted as he slid up and down the length of her slit. "I  _need_ it."

Fitz shuddered at the desperation in her panting voice. Her nails were digging into his ass to pull him even closer to her, and her eyes were squeezed shut in concentration. 

"You need it?" he asked her, bumping the head of his cock against her clit. "Need it like I need you wrapped around it?"

"I do, Fitz," she gasped. "I do!" God, it felt so good and it wasn't even inside her yet. 

"You need my cock?" he asked, sliding it back down her wetness until just the head was inside her. "Inside your pussy?"

"I want it so bad, Fitz," Jemma nodded, opening her eyes and staring into his. "Give it to me! Please?"

"Fuck Jemma, I want to fuck you so bad," he groaned, pushing his hips into her and feeling the tight walls of her cunt squeeze around his shaft. It was so hot and wet and  _perfect_ , he knew he wouldn't last long.

"Yes, Fitz!" Jemma moaned, feeling herself stretch to accommodate him. It was a strange kind of almost-painful that felt so amazingly  _good_. "More!"

He pulled back a little bit, making them both whimper and then pushed forward again, burying himself halfway inside. "So good," he panted. "You feel  _so good_ , Jemma." Leaning down, he captured her lips again, kissing her with all of the pent-up passion he'd been hiding from her for weeks. Months. It felt so good to finally show her how he felt.

Jemma moaned into his kiss and wrapped her arms and legs so tight around him she worried about cutting off his breath. This was so much better than she'd ever hoped it would be, and it was  _happening_. It was finally happening. "Please Fitz," she moaned against his lips. "I want it all!"

"Shit yes," he whispered, pulling back and pushing into her again, feeling her squeeze around him almost like she was trying to pull him in farther. "I'm gonna give it all to you, Jemma," he moaned, pulling out and pushing in again and again, a bit more every time. "I'm gonna give you every," he thrust, "Single," he thrust again, "Inch," he pushed hard and finally he was buried to the hilt. 

Jemma shuddered beneath him as sensations flooded through her. She'd never felt anything that big inside her before, and she squeezed her pussy around him, trying to get use to his length and girth. "Oh god, Fitz," she moaned. "You're so big!" She shuddered again as he started slowly thrusting inside her, pulling out just a few inches and then pushing back in. "So deep inside me."

"I want to be inside you all the time," he groaned, pulling out farther now and pushing in a bit faster. "I never want to stop fucking you."

"Faster," Jemma panted, feeling the coiling spring in her gut winding tighter. "Harder," she gasped. "Give it to me, Fitz," she begged. "Give me your fucking huge cock!"

"Take it Jemma," Fitz panted, thrusting his full length in and out of her now. "It's all yours!"

Jemma's breathing suddenly ratcheted up in speed and her gasps became loud whimpers and moans. She shuddered and spasmed, clutching at his back and the bed, her head tossing from side to side. "Fitz!" she shouted as her back arched up. 

Fitz watched her as she came and felt an overwhelming pride rush over him as he felt himself rush to the edge as well. He'd done that. He'd done that for her and made her feel like that, and it was brilliant. "Jemma!" he gasped as he felt himself start to spill inside her, and that was brilliant too. 

Jemma looked up at him as she felt his cock jerk inside her, and the wide-eyed affection she saw in his face made her feel warm all over. Even more than her orgasm had. As they both came down from the highs of a moment before, she wrapped herself more loosely around him, not wanting to let him go.

"So," Fitz said ten minutes later when he'd recovered the power of speech.

"So," Jemma smiled, kissing him for the thousandth time. 

"About that staring..."

**Notes for the Chapter:**

> I think this seems like a good place to end, but if you really want more, lemme know!


End file.
